SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Frazier Sandra

(Last)

(First)

(Middle)

850 DIXIE HIGHWAY

(Street)

LOUISVILLE

40210

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BROWN FORMAN CORP [ BF'B ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/24/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common	04/24/2015		M		761	A	$36.4	352,392⁽¹⁾	D
Class B Common	04/24/2015		F		303	D	$91.66⁽²⁾	352,089	D
Class A Common								1,406,519⁽³⁾	D
Class A Common								3,174,471⁽⁴⁾	I	Amelia Frazier Trust
Class B Common								793,617⁽⁵⁾	I	Amelia Frazier Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Appreciation Right	$36.4⁽⁶⁾	04/24/2015		M			761⁽⁶⁾	05/25/2006	04/30/2015	Class B Common	761⁽⁶⁾	$0.0000	0.0000	D
Deferred Stock Units	⁽⁷⁾							⁽⁹⁾	⁽⁹⁾	Class B Common	1,708.65⁽⁸⁾		1,708.65⁽⁸⁾	D
Stock Appreciation Right	$27.05⁽¹⁰⁾							07/23/2009	04/30/2019	Class B Common	6,752⁽¹⁰⁾		6,752⁽¹⁰⁾	D
Stock Appreciation Right	$35.51⁽¹¹⁾							07/24/2008	04/30/2018	Class B Common	5,495⁽¹¹⁾		5,495⁽¹¹⁾	D
Stock Appreciation Right	$33.76⁽¹²⁾							07/26/2007	04/30/2017	Class B Common	5,987⁽¹²⁾		5,987⁽¹²⁾	D
Stock Appreciation Right	$34.95⁽¹³⁾							07/27/2006	04/30/2016	Class B Common	4,819⁽¹³⁾		4,819⁽¹³⁾	D

Explanation of Responses:

1. Reflects the acquisition of additional shares of Class B common stock issued in the August 2012 stock split.

2. The closing price of BF-B ($91.66) on April 23, 2015 was used to calculate the withholding obligation.

3. Reflects the acquisition of 468,840 additional shares of Class A common stock issued in the August 2012 stock split.

4. Reflects the acquisition of 1,058,157 additional shares of Class A common stock issued in the August 2012 stock split.

5. Reflects the acquisition of of 264,539 additional shares of Class B common stock issued in the August 2012 split.

6. These stock appreciation rights were previously reported as covering 470 shares at an exercise price of $58.84, but were adjusted to reflect the August 2012 stock split.

7. Under the Brown-Forman Corporation Non-Employee Director Deferred Stock Unit Program each DSU represents the right to receive one share of the Company's Class B common stock. On each dividend payment date, participants are credited with DSU equivalents.

8. Reflects that 514.99 additional DSUs were credited as a result of the August 2012 stock split, in addition to dividend credits.

9. Annual grants of DSUs vest over the course of the Board year. DSUs are paid out in class B common stock on the first February 1 that is at least six months following the Director's termination from Board service.

10. These stock appreciation rights were previously reported as covering 4,175 shares at an exercise price of $43.72, but were adjusted to reflect the August 2012 stock split.

11. These stock appreciation rights were previously reported as covering 3,398 shares at an exercise price of $57.40, but were adjusted to reflect the August 2012 stock split.

12. These stock appreciation rights were previously reported as covering 3,702 shares at an exercise price of $54.58, but were adjusted to reflect the August 2012 stock split.

13. These stock appreciation rights were previously reported as covering 2,980 shares at an exercise price of $56.50, but were adjusted to reflect the August 2012 stock split.

	Kelly A. Bowen, Atty in Fact for Sandra Frazier	04/28/2015
	** Signature of Reporting Person	Date
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